BY ACCEPTING THIS PURCHASE ORDER, AND/OR PERFORMING HEREUNDER, SELLER AGREES TO COMPLY FULLY WITH THE TERMS AND CONDITIONS OF PURCHASE SET FORTH IN THIS DOCUMENT.  ACCEPTANCE OF THIS PURCHASE ORDER IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS OF THIS ORDER AND NONE OF SELLER’S TERMS AND CONDITIONS SHALL APPLY IN ACKNOWLEDGING THIS ORDER OR IN THE ACCEPTANCE OF THIS ORDER.  ACCEPTANCE BY RAYDON CORPORATION (HEREINAFTER CALLED “RAYDON CORPORATION.), OF THE GOODS, SERVICES OR WORK DELIVERED UNDER THIS PURCHASE ORDER SHALL NOT CONSTITUTE AGREEMENT TO SELLER’S TERMS OR CONDITIONS.  SELLER MAY NOT SHIP UNDER RESERVATIONS.

1.             MODIFICATIONS

Changes, modifications, waivers, additions or amendments to the terms and conditions of this order shall be binding on RAYDON Corporation only if such changes, modifications, waivers, additions or amendments are in writing and signed by a duly authorized representative of RAYDON Corporation.

2.             APPLICABLE LAW

The validity, interpretation, and performance of these terms and conditions and any purchase made hereunder shall be governed by the laws of the state from which this order is issued, in force at the date of this order for contracts made and to be performed in such states.  Where not modified by the terms herein, the provisions of such state’s enactment of Article 2 of the Uniform Commercial Code shall apply to this transaction.

1. COMPLIANCE WITH LAW

Seller agrees that at all times it will comply with all applicable federal, state, municipal, and local laws, orders and regulations, including but not limited to those affecting or limiting prices, production, purchase, sale and use of material.  If requested by RAYDON Corporation, Seller agrees to timely certify compliance with such laws in such forms as RAYDON Corporation may request.

4.             RELEASE OF INFORMATION

Neither party hereto shall, without the prior written consent of the other party (which shall not be unreasonably withheld), publicly announce or otherwise disclose, except to the U.S. Government, when this Purchase Order references a U.S. Government contract or subcontract number, the existence or the terms of this Agreement, or release any publicity regarding this Agreement.  This provision shall survive the expiration, termination, or cancellation of this Agreement.

Any knowledge or information that Seller may disclose to RAYDON Corporation not deemed to be confidential or proprietary information shall be acquired by RAYDON Corporation free from restriction regarding use or disclosure.

5.             INDEMNITY

In the event Seller, its officers, employees and agents or any of them enter premises owned, leased, occupied by or under the control of RAYDON Corporation in the performance of or in connection with this order, Seller agrees to indemnify and hold RAYDON Corporation, its officers, agents and employees harmless from any loss, cost, damage, or bodily injury (including death) of whatsoever kind or nature arising out of, or incidental to the performance, delivery or installation of this order occasioned in whole or in part by any action or omission of Seller, its officers, employees and agents or any of them.  Seller will maintain general comprehensive liability, property damage and automobile liability insurance, including contractual endorsement and products hazards coverage, in reasonable amounts covering the obligations set forth in this order and, upon request, it will provide RAYDON Corporation with a Certificate of Insurance indicating the amount of such insurance for which “seller” is responsible.

Seller agrees to defend and indemnify RAYDON Corporation and its customers from and against all claims, actions, liabilities, losses and costs and expenses arising out of death or injury to any person, property damage or loss, or economic injury arising out of this order.

6.             WAIVER

Any failure of RAYDON Corporation to enforce at any time, or for any period of time, any of the provisions of this purchase order shall not constitute a waiver of such provisions nor of RAYDON Corporation’s right to enforce each and every provision.

7.             PATENTS AND COPYRIGHTS

Seller agrees to indemnify and to save RAYDON Corporation, its officers, agents, employees, and vendees (mediate and immediate) harmless from any and all loss, expense, damage, liability, claims or demands either at law or in equity for actual or alleged infringement of any patent invention, design, trademark, or copyright arising from the purchase, use or sale of materials or articles required by this purchase order, except where such infringement arises by reason of designs for such materials or articles originally furnished to Seller by RAYDON Corporation.

8.             ASSIGNMENTS

Performance obligations shall not be assigned or transferred by Seller without prior written approval by RAYDON Corporation, and any attempted assignment or transfer without such consent shall be void.  Seller shall not subcontract any substantial portion of the work to be performed by it under this order without prior written consent of RAYDON Corporation.

9.             PRICE ADJUSTMENT

RAYDON Corporation will not accept shipment at any increase in price above that indicated on this order.  Any general price decrease announced by Seller in classification of equipment and/or materials similar to the items described on this order shall automatically reduce the price thereof by a comparable percentage.

10.        SPECIFICATIONS

Supplier shall comply with any specifications stated on the face of this Purchase Order and with any applicable United States Government specifications.  Upon request, Supplier shall provide Buyer with a certificate executed by an authorized representative of Supplier setting forth Supplier’s agreement to comply with all such applicable specifications.

11.          NOTICE OF LABOR DISPUTES

Whenever any actual or potential labor dispute delays or threatens to delay timely performance of this order, Seller shall immediately give notice thereof to RAYDON Corporation and, if the order relates to a military contract, Seller will also give notice to the nearest military representative.

12.          TERMS

The following terms with respect to payment are applicable to this order:

A.            NET INVOICES
                All invoices will be paid Net 45 days from date of receipt of invoice at RAYDON Corporation.
                Remit invoices printed in duplicate to:
                RAYDON Corporation
                ATTN: Accounts Payable
                210 Fentress Blvd.
                Daytona Beach, FL 32114

B.            All schedules of payments above stated are based upon receipt by RAYDON Corporation or shipment F.O.B. destination, whichever is applicable as indicated on the face hereof, of the goods or services prior to
scheduled payment date.  If RAYDON Corporation receives the invoice prior to such shipment or receipt of goods or services, the foregoing terms on this order shall be measured from date of such receipt of shipment of goods rather than date of receipt of invoice.

13.          EXTRA CHARGE

No charges of any kind, including charges for boxing or cartage, will be allowed unless specifically agreed to by RAYDON Corporation in writing.  Pricing by weight, where applicable, covers net weight of material, unless otherwise agreed.

14.          SALES AND USE TAX EXEMPTION

It is hereby certified that the above described property is exempt form that sales and use tax, unless otherwise noted for the reason that such property is purchased for resale or will become an ingredient or component part of, or be incorporated into, or used or consumed in, a manufactured product produced for ultimate sale at retail.  If the property described in this order is purchased tax-exempt and subsequent use makes this property taxable, RAYDON Corporation will assess and pay tax to the appropriate state.

15.          RESERVATION OF RIGHTS

RAYDON Corporation expressly reserves all rights and remedies that are available to it at law or equity, including but not limited to rights and remedies set forth in the Uniform Commercial Code.

16.          ATTACHMENTS

Any attachments referenced on the front side of this order shall be deemed for all purposes to be an integral part of this order.  In the event of irreconcilable conflict between such referenced attachments and the terms stated herein, the terms of such attachments shall control.

17.          OVER SHIPMENTS

Seller is instructed to ship only the quantity(ies) specified in this order.  However, any deviation caused by conditions of loading, shipping, packing, or allowances in manufacturing processes may be accepted by RAYDON Corporation according to the over shipment allowance indicated on the face of this order.  If no allowance is shown, it shall be 0% (zero percent).  RAYDON Corporation reserves the right to return any over shipments in excess of the allowance at the Seller’s expense.

18.          PACKING AND SHIPPING INSTRUCTIONS

Seller agrees to insure that shipments are properly packed and described in accordance with RAYDON Corporation specifications and/or applicable carrier regulations.  Shipments will be made at the lowest freight charges.  RAYDON Corporation may assist Seller by providing freight classifications or classify material.  Seller will not insure or declare value on shipments except on parcel post, unless RAYDON Corporation specifies otherwise.  On shipments where value is declared, Seller will ship prepaid insured for $50 to facilitate tracing.  When shipping via small parcel, Seller will ship freight collect if available, otherwise Seller will ship freight prepaid.  Seller shall consolidate air and surface shipments daily on one bill of lading per mode to avoid premium freight costs, unless instructed by RAYDON Corporation.  In case of any shipment that does not correspond to normal past practice between RAYDON Corporation and Seller, or to standard practice in the industry, (e.g., requires special handling equipment or air ride suspension, or air shipment over 500 pounds, over 120 inches long or wide or over 56 cubic feet, etc.) Seller agrees to notify RAYDON Corporation’s appropriate traffic department 72 hours prior to shipment for special shipping instructions.  All truck shipments must be classified by Seller using the current “National Motor Freight Classification Tariff.”  Each box, crate or carton will show RAYDON Corporation’s full street address (not just post office box numbers) and purchase order and item numbers regardless of how shipped.  On small parcel shipments, a packing list shall accompany each container and shall describe the contents of that container.  On other shipments, Seller will provide a packing list to accompany each shipment, referencing the appropriate purchase order and item number.  The bill of lading also will reference the purchase order and item number.  Seller is responsible for packing any shipment correctly based on the carrier/mode utilized.  Charges for packing and crating shall be deemed part of the purchase price, and no additional charges will be made therefore unless specifically requested by RAYDON Corporation on the purchase order.  Seller agrees to ship via the carrier specified by RAYDON Corporation.  Failure to ship via RAYDON Corporation specified carrier would subject Seller to misroute debit.

All premium freight costs incurred by RAYDON Corporation or Seller beyond that specified by RAYDON Corporation shall be borne by Seller.  Seller is responsible for all shipments that are damaged in transit due to improper packaging, improper judgment or any other act or omission of the Seller, shipper, or carrier.  On all F.O.B. origin shipments, except Parcel Post, Seller will ship freight collect.  (If small parcel carrier is unavailable, Seller will ship prepaid.)
Definition of terms (Whether F.O.B. origin or destination):

1. “Freight collect”- Seller will ship freight collect- freight carrier will bill RAYDON Corporation.
2. “Freight prepaid charge back”- Seller will ship freight prepaid and bill RAYDON Corporation.
3. “Freight prepaid”- Seller will ship freight prepaid and bear all transportation costs.

19.          RETURNS

Defective material shall be returned freight collect to Seller.  Replacement material shall be sent freight prepaid from Seller, who will absorb the burden of premium transportation when defective or replacement material places critical time or delivery schedule constraints on RAYDON Corporation.

20.          INSPECTION- QUALITY SYSTEM

A.            The Seller agrees to permit RAYDON Corporation and RAYDON Corporation’s customers or Government representatives if this purchase order references a U.S. Government contract or subcontract number, to verify the quality of supplies or services being provided under this purchase order at any production stage in the Seller’s facility.  Verification may consist of a physical assessment/surveillance of the Seller’s facilities and quality programs and/or a source inspection.  The supplier shall positively correct deficiencies identified during such verification in the most expeditious manner possible.  The Seller shall provide all reasonable facilities and assistance for the safety and convenience of personnel engaged in such verification.  Seller agrees to include into each subcontractor Seller might make hereunder appropriate provisions to the same effect.

B.            Unless modified by the Purchase Order through the use of RAYDON Corporation’s P.O. clauses, Seller is required to ensure that the manufacturing processes used meets the technical requirements of the applicable drawings, specifications, engineering changes and added requirements of the purchase order no later than 10 days after subcontract award.  A copy of any quality system documentation or procedures must be forwarded to RAYDON no later than 10 days after acknowledgement and acceptance of the purchase order. An inspection system inherent to verifying the technical requirements must be maintained and objective evidence of such will be produced on request. If seller is ISO registered than the registration number must be submitted as well.

C.            Distributors who supply goods to be applied to a government contract or subcontract shall maintain a quality program that meets the requirements of RAYDON Corporation Certificates of compliance or reliability must be produced upon request or by assessment from RAYDON Corporation.

21.          SELLER OWNERSHIP CHANGE

Seller is required to submit immediately in writing to RAYDON Corporation notification on the following change conditions, whether subcontract is DOD classified or not:

1. Acquisition by or merger with any foreign interests;
2. Majority or controlling interest obtained by a foreign interest.

22.          OZONE DEPLETING SUBSTANCES

Except where the RAYDON Corporation Buyer of Record has given written approval to Seller in advance of shipment, Seller hereby agrees that is has not used or introduced, after May 15,1993, a Class I ozone depleting substance (ODS) or introduced a Class II ODS (as such terms are defined in 40 CFR 82. 104), into any product being supplied to or imported by RAYDON Corporation under this purchasing instrument.  Where the RAYDON Corporation Buyer of Record has so agreed to accept product containing or manufactured using an ODS, Seller will label the product with a warning or will otherwise effectively warn RAYDON Corporation of such use in accordance with 40 CFR 82, Subpart E.  Should Seller choose to warn RAYDON Corporation through a mechanism other than a warning label or other warning accompanying the shipment, a copy of such warning shall be sent to the RAYDON Corporation Buyer of Record, or the otherwise appointed representative of the Buyer of Record, in advance of shipment.  Breach of this provision will entitle RAYDON Corporation to all remedies available for breach of this purchasing instrument, including without limitation, the right to reject the product and/or terminate the agreement.

23.   BUYER FURNISHED ITEMS

If, in the performance of this Order, the Buyer furnishes the Seller with components or other items to be incorporated by the Seller in the Contract Products to be delivered to the Buyer, the Buyer does not waive its right to require the level of quality specified for the Contract Products to be delivered by the Seller. The Seller agrees to replace any components or other items furnished by the Buyer that are damaged by the Seller or Seller's agents, or to reimburse the Buyer for the same.

24.   TERMINATION

(a)           Default: If the Seller shall become insolvent or make a general assignment for the benefit of creditors; or a receiver or liquidator for the Seller is appointed or applied for; or if the Seller admits in writing its inability to pay debts as they become due; or if any processing under any applicable Federal or State bankruptcy or insolvency law is brought by or against the Seller; or if, at any time, the Seller defaults, in performance or so fails to make progress in the work as to endanger performance hereunder; or if the Seller fails to deliver the products or to perform the services within the time or at the rate specified herein; or if the Seller otherwise defaults in performance hereunder; the Buyer may, by written notice to the Seller, terminate this Order in whole or in part; however, that if the Seller shall be determined not to be in default then termination by the Buyer shall be deemed to be termination for convenience to which the provisions of FAR 52.249-2 above shall apply. In the case of termination for default, (1) the Seller shall continue performance of any non-terminated portion of this Order and the Buyer may obtain elsewhere the portions of the products or services affected by the termination, or products or services similar thereto, and charge the Seller with any cost increase caused thereby; and (2) the Buyer may, at its option, require the Seller to transfer to the Buyer all materials, work in progress, completed supplies, tooling, plans and specifications, and manufacturing rights allocable to the terminat­ed portion of the Order; after such transfer the Buyer shall pay the Seller the fair value of such items. The Buyer's rights under the Clause are in addition to and not in lieu of any other remedies available under this Order or provided by law.

(b)           Convenience:       The Buyer may terminate, for its convenience, all or any part of this Order at any time by written notice to the Seller. Upon such termination, settlement shall be made in accordance with the principles contained in Federal Acquisition Regulation (FAR) 52.249-2 as in effect as of the date of this Order, except that the Seller must submit any claim for equitable adjustment or termina­tion to the Buyer within forty-five (45) days after the effective date of termination, or such claim shall be absolutely and uncondition­ally waived.

(c)           Obligations of Seller Upon Termination: Upon notice of termination as provided in paragraphs (a) and (b) above, the Seller shall:

(1)           Take immediate action to discontinue its work and demobilize its work force in an orderly manner so as to minimize the incurrence of costs.

(2)           Take such action as may be necessary to protect the property of the Buyer, place no further orders or subcontracts, assign to the Buyer in the manner and to the extent directed by the Buyer all of the rights, titles, and, if ordered by the Buyer, possession and interest of the Seller under the orders or subcontracts terminated.

(3)           Transfer title to the Buyer of all materials, equipment, data, drawings, specifications, reports, estimates, and other such information accumulated by the Seller in performing this Order, for the cost of which the Seller has been or will be reimbursed under this Order.

25.          PUBLICITY
 
Neither party shall use the name of the other party in any news release, public announcement, advertisement, or other form of publicity without securing the prior written consent of the other.  Neither party shall disclose any of the terms of this agreement to any third party without the prior written consent of the other; provided, however, that this restriction will not apply to disclosure to a party’s auditors or attorneys or disclosure under subpoena by a court of competent jurisdiction or otherwise required by law.

26.        GOVERNMENT FURNISHED MATERIAL

The FAR Government Property Clauses (52.245-2 Fixed Price Contracts & 52.245-5 Cost Reimbursement, Time-and-Material, or Labor-Hour Contracts)

27.      TIMELY PERFORMANCE

                (a) Seller’s timely performance is a critical element of this Contract.
                (b) Unless advance shipment has been authorized in writing by RAYDON, RAYDON may store at
               Seller’s expense, or return, shipping charges collect, all Work received in advance of the scheduled 
               Delivery date.
(c) If SELLER becomes aware of difficulty in performing the work, SELLER shall timely notify RAYDON, in writing, giving pertinent details. This notification shall not change any delivery schedule.
(d) In the event of a termination for convenience or change, no claim will be allowed for any manufacture or procurement in advance of SELLER's normal flow time unless there has been prior written consent by  
               Raydon.

1. EXPORT CONTROL COMPLIANCE FOR FOREIGN PERSONS

The subject technology of the Subcontract (together including data, services, and hardware provided hereunder) may be controlled for export purposes under the International Traffic in Arms Regulations (ITAR) controlled by the U.S. Department of State or the Export Administration Regulations (“EAR”) controlled by the U.S. Department of Commerce.  ITAR controlled technology may not be exported without prior written authorization and certain EAR technology requires a prior license depending upon its categorization, destination, end-user and end-use.  Exports of any U.S. technology to destinations under U.S. sanction or embargo (Iran, Iraq, Libya, North Korea, Sudan, Cuba, and others) are forbidden.

Access to certain technology (“Controlled Technology”) by Foreign Persons (working legally in the U.S), as defined below, may require an export license if the Controlled Technology would require a license prior to delivery to the Foreign Person’s country of origin.  SELLER is bound by U.S. Export statutes and regulations and shall comply with all U.S. export laws.  SELLER shall have full responsibility for obtaining any export licenses or authorization required to fulfill its obligations under this Subcontract. 

SELLER hereby certifies that all SELLER employees who have access to the controlled technology are U.S. Citizens, have a valid green card or, have been granted political asylum or refugee status in accordance with 8 U.S.C.1324b (a)(3).  Any non-citizens who do not meet one of these criteria are “Foreign Persons” within the meaning of this clause but have been authorized under export licenses to perform their work hereunder.

RC Form 9606TC-1
RC Form 9606TC-1